UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934
                   For the Fiscal Year ended December 31, 2002

           [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACTS OF 1934

                               G2 COMPANIES, INC.

        (Exact name of Small Business Issuer as specified in its charter)

         Texas                          0-32585                  980221494
----------------------------         ----------------        -------------------
(State or other jurisdiction         (Commission File          (IRS Employer
     of Incorporation)                    Number)            Identification No.)

              9521 21st Street                       (403) 720-0613
         Calgary, Alberta  T2C4131
                  Canada

  (Address of Principal Executive Offices)     (Issuer's telephone number)

Securities registered under Section 12(b) of the Act: none

Securities registered under Section 12 (g) of the Act: COMMON, par value $.001

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes ( )  No (X)

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

Yes ( )  No ( )

State issuer's revenues for the most recent fiscal year: Zero

The issuer's stock is not currently trading.

The number of shares outstanding of the issuer's Common Stock, $.0001 par value,
as of October 26, 2003 was 1,250,000 shares.


<PAGE>

                             Index to Annual Report


                                     PART I


ITEM 1 BUSINESS                                                          Page 3

ITEM 2 PROPERTIES                                                        Page 4

ITEM 3 LEGAL PROCEEDINGS - G2 COMPANIES, INC.                            Page 4

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               Page 4


                                     PART II


ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDER MATTERS                                               Page 5

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS                              Page 5

ITEM 7 FINANCIAL STATEMENTS                                              Page 12

            Independent Auditors Report                                  Page 13
            Balance Sheet                                                Page 14
            Statement of Operations                                      Page 15
            Stockholders Deficit                                         Page 16
            Statement of Cash Flows                                      Page 17
            Notes to Financial Statements                                Page 18

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
       ON ACCOUNTING AND FINANCIAL DISCLOSURE                            Page 21


                                    PART III


Item 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
       COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                 Page 21

ITEM 10 EXECUTIVE COMPENSATION                                           Page 21

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   Page 22

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                   Page 22

ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K                                 Page 22

99.01 Certifications                                                     Page 23




<PAGE>


INTRODUCTION

This report contains forward-looking statements and the Company's actual results
could  differ  materially  from  those  anticipated  in  these  forward  looking
statements as a result of numerous factors,  including those set forth below and
elsewhere in this report.

                                     PART I

ITEM 1 DESCRIPTION OF BUSINESS

G2 Companies,  Inc. (herein "G2 Companies,  Inc." of "Company") was incorporated
on May 26, 1998 under the laws of the State of Delaware. The original purpose of
G2 Companies,  Inc. was to seek out and obtain an acquisition merger or outright
sale transaction,  whereby its shareholders would benefit. On September 26, 2002
G2 began  operating as an independent  record label.  On April 1, 2003 a sale of
assets and  assumption of liabilities  took place where by G2 Ventures,  Inc. (a
Texas  Corporation)  acquired  all  of the  operations  and  assumed  all of the
liabilities  of G2 Companies,  Inc.. G2 Companies,  Inc. has ceased all business
activities.

G2 Companies, Inc. currently has no employees.

ITEM 2 DESCRIPTIONS OF PROPERTIES

The Company was obligated under a non-cancelable  operating lease for its Dallas
office,  which  expired on April 30, 2003.  This lease did not contain a renewal
option.  For the years ended  December  31, 2002 and 2001 and for the period May
26, 1998 (inception)  through December 31, 2002,  rental expense totaled $3,400,
$0 and $3,400, respectively.  Subsequent to April 30, 2003, the Company is using
office space provided by its majority  stockholder without charge.  However, the
fair value of the space provided is not material.

ITEM 3 LEGAL PROCEEDINGS - G2 COMPANIES, INC.

There are no material pending cases involving the Company.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 13,  2002,  by unanimous  consent of the majority  stockholder,  the
Company changed its name from Hartland Investments, Inc. to G2 Companies, Inc.




PART II

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET

The Company's Common Stock is not quoted on any exchange and has no symbol.

NUMBER OF SHAREHOLDERS AND TOTAL OUTSTANDING SHARES

SHAREHOLDERS


<PAGE>

According to the records of the Company's  transfer agent, there were 32 holders
of record who held  1,250,000  shares of the Company's  Common Stock on December
31, 2002.

DIVIDENDS

The Company  has not  historically  paid cash  dividends.  The Company  does not
anticipate paying any cash dividends in the foreseeable future.

PREFERRED SHARES

NONE

OPTIONS

NONE

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  and analysis  should be read in  conjunction  with G2
Companies, Inc.'s financial statements and the notes associated with them as set
forth  elsewhere in this document.  This  discussion  should not be construed to
imply that the results  discussed  herein  will  necessarily  continue  into the
future or that any conclusion  reached herein will  necessarily be indicative of
actual operating results in the future. This discussion represents only the best
present assessment by the management of G2 Companies, Inc.

FORWARD LOOKING STATEMENTS

Certain  statements  contained in this report that are not  historical  fact are
"forward-looking  statements" as that term is defined in the Private  Securities
Litigation  Reform Act of 1995. The words or phrases "will likely  result," "are
expected  to,"  "will  continue,"  "is  anticipated,"  "believes,"  "estimates,"
"projects" or similar expressions are intended to identify these forward-looking
statements.  These statements are subject to risks and uncertainties  beyond our
reasonable  control  that  could  cause  our  actual  business  and  results  of
operations  to differ  materially  from those  reflected in our  forward-looking
statements.  The safe harbor  provisions  provided in the Securities  Litigation
Reform Act do not apply to  forward-looking  statements  we make in this report.
Forward-looking  statements  are  not  guarantees  of  future  performance.  Our
forward-looking  statements  are  based on  trends  which we  anticipate  in our
industry  and our good  faith  estimate  of the  effect on these  trends of such
factors as industry capacity,  product demand and product pricing. The inclusion
of projections  and other  forward-looking  statements  should not be regarded a
representation by us or any other person that we will realize our projections or
that any of the  forward-looking  statements  contained in this  prospectus will
prove to be accurate.

Between  September  26,  2002  and  April  1,  2003 G2  began  operations  as an
independent record label.  During that period the plan of business was described
below.  As of April 1, 2003, all business  activities has ceased.  G2 Companies,
Inc. has no assets or liabilities.

Plan of Business

Discussion of Financial Condition

G2 Companies  currently has no revenues,  and minimal assets.  G2 Companies will
remain  illiquid  until  such  time as  significant  capital  is  raised to fund
operations.  No prediction of the future financial condition of G2 Companies can
be made.

<PAGE>

Due to the  lack of  sustaining  operations  from  inception,  G2  Companies  is
considered in the  development  stage and, as such, has generated no significant
operating  revenues.  Accordingly,  G2 Companies  is dependent  upon its current
management  and/or  significant  shareholders  and future  offerings  to provide
sufficient  working capital to preserve the integrity of the corporation  during
this phase.

General

In September of 2002, G2 Companies  began  operating as a record label. A record
label  produces,  licenses,  acquires,  markets  and  distributes  high  quality
Recorded music for a variety of music formats.

G2 Companies is in the start-up  phase of this change in  operations  and due to
the  lack  of  revenues  must  rely  on  securing  substantial   alliances  with
established  distributors of recorded music,  producers,  and artist  management
companies.  G2  Companies  currently  relies on the  personal  financing of Gust
Kepler,  President  and CEO. If G2 is unable to raise capital in the near future
it will be impossible to continue  operating as a record label.  Once capital is
raised and  significant  business  alliances  made, we plan to use  conventional
marketing  strategies  to promote our  recordings  and  artists.  These  methods
include radio, print, video,  internet marketing and tour support.  There can be
No assurance that we will succeed.

BUSINESS

G2 Companies is in the start-up phase of becoming an  independent  record label.
To achieve any degree of success,  of which there is no certainty,  G2 Companies
must secure alliances with established distributors of recorded music, producers
and artist  management  companies.  We  currently  rely on the  financing of Mr.
Kepler to fund these start-up activities.

Our  target  artists  are  primarily  in  the   alternative/rock   music  genre.
Alternative  rock is a broad genre of music  utilizing  elements of  traditional
rock music in  conjunction  with other styles of popular  music.  Examples would
include artists like Red Hot Chili Peppers, Nirvana, U2, Radiohead,  Weezer, and
REM.

If we sign additional  artists to our label, we will contract the manufacture of
our records, primarily in CD format, to third party manufacturers, on a purchase
order basis.  We do not have any agreement with a specific  manufacturer.  If we
need  records,  we will be quoted a price for a  specific  number  and place the
Order to meet our requirements.  We believe there are many record  manufacturers
which are able to manufacture records for our artists. .

Our strategy for growth in the recorded  music business is based on: (i) selling
diversified   recorded  music  offerings  in  formats  with  growth   potential;
(ii)introducing  records by  established  artists  with a history of  successful
releases; and (iii) acquiring master recordings and music publishing rights from
other record companies at attractive prices. We expect to derive our income from
a  variety  of  sources,  all  of  which  are  related  to  the  production  and
distribution of recorded music and associated logo  merchandise.  We will take a
hands on approach as an executive  producer in  Overseeing  the  production of a
record from start to finish  which  includes  selection  of  artist's  material,
engaging a musical producer and or engineer,  obtaining  studio time,  mastering
recordings,  and designing  artwork and packaging for the finished  product.  G2

<PAGE>

Companies plans to generate additional revenue from the design,  manufacture and
sale  of  merchandise,   including  clothing  and  collectibles,  via  licensing
agreements  with our  artists.  As a  function  of  distributing  a  record,  G2
Companies  produces and promotes  concerts and live shows featuring our artists.
We do not currently represent artists in a management capacity, but will provide
advice and  guidance,  which is to the mutual  benefit  of the  artists  and the
label. G2 Companies plans to generate  revenue from the design,  manufacture and
sale  of  merchandise,   including  clothing  and  collectibles,  via  licensing
agreements with our artists. As an additional  potential form of revenue, we may
be engaged in  licensing  activities  involving  the granting of rights to third
parties in the master recordings and compositions we own.

Competition

The music industry is highly  competitive and comprised of approximately 6 major
recorded music  companies  which dominate the 12 to 14 billion dollar  recording
Industry along with their subsidiary  labels:  (1)  Time/Warner;  (2) Sony Music
Group;  (3)  Bertelsmann  Music Group;  (4)  Polygram;  (5)  Thorn-EMI;  and (6)
Universal Records Group. In addition, there are many smaller independent labels.

We believe our  principal  competitors  are other major and  independent  record
labels.  Many of the  competing  labels are larger  than G2  Companies  and have
greater financial  resources and distribution  capabilities.  We anticipate that
competition  for sales of recordings,  merchandise and live show tickets will be
based  almost  entirely  upon the  popularity  of the artist and the  particular
recording.  The number of units sold  depends  upon the demand for a  particular
recording.   Similarly,   sales  prices  for   merchandising   of  clothing  and
collectibles  are  set at  levels  within  the  industry  norm  and  the  volume
determined by the popularity of the artist. Competition and pricing for the sale
of copyrighted  works are determined on a case-by-case  basis, also dependent on
the popularity of the artist.

G2  Companies  intends to utilize  radio  promotion,  in store point of purchase
vehicles,  radio  advertising,  internet marketing and industry media to promote
artists. G2 Companies anticipates selling products at live concert venues and to
utilize  independent  record  promoters to assist in obtaining radio air play in
major markets to increase product awareness and sales.  Additionally,  we intend
to work with  distributors  to implement  promotions at retail sites to increase
product sales.  With respect to our competitors,  G2 Companies has not, and will
not,  rule  out a  joint  venture  with a  major  label  in the  event  such  an
arrangement would benefit us financially in the long term.

Introduction to the Artists

We currently have two artists under contract. They are Jeremiah Donnelly and One
Up.

Jeremiah Donnelly

Jeremiah Donnelly,  25, is a singer-songwriter  specializing in alternative rock
and pop rock,  having  previously  held the title of lead  vocalist for alt-rock
band Track 10, Jeremiah already  commands a dedicated  following of fans. With a
youthful image and innovative sound, Jeremiah's roots, rock and blues influences
include him in a genre among  artists such as Jack  Johnson,  Pete Yorn and John
Mayer.

<PAGE>

One Up

One Up is a five member band. One Up's music creatively mixes elements of metal,
hip-hop,  alternative,  hardcore and rap to concoct a unique  techno-rock hybrid
for an original  and  marketable  sound.  Combining  influences  that range from
Metallica and Nine Inch Nails to Outkast and Dr. Dre',  One Up's diverse  tastes
and exceptional talent keep current with a fresh sound and modern edge.

MARKETING STRATEGIES

Because of our limited  resources and two artists under contract,  our marketing
strategies  have not been  implemented.  However,  if we are able to obtain  the
necessary financial resources and an artist that we sign becomes popular,  these
are the strategies that we intend to utilize.

Conventional Marketing Strategies

G2 Companies intends to utilize  conventional  marketing vehicles used by record
labels to promote their  artists.  These  vehicles  include radio  promotion and
advertising, print advertising, and music videos.

Radio Promotions

G2 Companies plans to hire an independent  record promoter to promote a selected
artist in strategic  markets.  The record  promoter acts as a liaison between G2
Companies and the program directors at various radio stations. The ultimate goal
of a record promoter is to obtain airplay for the artist.  The industry term for
repeat  air play is "being in  rotation".  Once an  artist is in  rotation  in a
market,  we  believe  that the  continuous  exposure  when  coupled  with  other
marketing strategies will drive record sales.

Radio Advertising

G2 Companies may also advertise an artist by purchasing radio spots  advertising
the artists  products and or upcoming  performances  in various target  markets.
Many times the product of an artist is  advertised  in  conjunction  with a live
show.  G2 Companies  intends to use this  strategy in pilot markets and plans to
expand this form of advertising to multiple markets.

Print Media

G2  Companies  may elect to promote  its  artists  using  various  print  media.
Examples  of  print  media  include  posters,  flyers,   stickers,   billboards,
advertisements in music publications,  and advertisements in industry or general
publications.

Music Videos

We may elect to  promote  our  artist  via music  videos.  Music  videos  are an
effective  tool  to  introduce  a band  to the  public.  Many  television  shows
specialize  in music videos such as MTV and VH1. G2 Companies  also  anticipates
the  formation of many Internet  video  programs as streaming  video  technology
Continues to improve.  Music videos are a very effective way of introducing  the
artist's image and music to a large target audience.

Tour Support

G2 Companies  believes,  based on the experience of Mr. Kepler,  that one of the
best marketing strategies to promote an artist is live performances. It is often
necessary  for an  artist to tour on a  regional  or  national  level to build a

<PAGE>

following and increase its fan base.  G2 Companies  will assist its artists with
tour support and related  promotions.  Tour support  includes paying  recoupable
transportation  and lodging  costs,  artist per Diem,  promotional  expenses not
always covered by revenue generated from the live performances.

Retail Marketing

As with each of the above-discussed  conventional marketing strategies,  we will
be able to implement the following retail marketing  strategies only if we raise
substantial  additional  capital.  There is no assurance that we will be able to
raise any additional capital.

Combination Suitability Standards

In its  pursuit for a  combination  partner,  G2  Companies,  Inc.'s  management
intends to consider  only  combination  candidates  that are  profitable  or, in
management's view, have growth potential.  G2 Companies,  Inc.'s management does
not intend to pursue any combination proposal beyond the preliminary negotiation
stage with any  combination  candidate that does not furnish G2 Companies,  Inc.
with audited  financial  statements for at least its most recent fiscal year and
un-audited  financial  statements for interim periods  subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements  in a timely  manner.  In the event such a  combination  candidate is
engaged in a high  technology  business,  G2 Companies,  Inc. may obtain reports
from independent  organizations of recognized  standing  covering the technology
being  developed  and/or used by the  candidate.  G2 Companies,  Inc.'s  limited
financial  resources may make the acquisition of such reports  difficult or even
impossible  to obtain and,  thus,  there can be no assurance  that G2 Companies,
Inc.  will  have  sufficient  funds to  obtain  such  reports  when  considering
combination  proposals or  candidates.  To the extent that Hartland is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of G2 Companies, Inc.'s officers and directors, neither the candidate nor any of
its director, executive officers, principal shareholders or general partners:

     1.   Will have been convicted of securities  fraud,  mail fraud, tax fraud,
          embezzlement,   bribery,  or  a  similar  criminal  offense  involving
          misappropriation  or theft of funds,  or be the  subject  of a pending
          investigation or indictment involving any of those offenses;

     2.   Will have been  subject to a  temporary  or  permanent  injunction  or
          Restraining  order arising from unlawful  transactions  in securities,
          whether as issuer, underwriter, broker, dealer, or investment advisor,
          may be the subject of any pending  investigation  or a defendant  in a
          pending  lawsuit  arising from or based upon  allegations  of unlawful
          transactions in securities; or

     3.   Will have been a  defendant  in a civil  action,  which  resulted in a
          final judgment  against it or him awarding damages or rescission based
          upon unlawful practices or sales of securities.

Hartland's  officer  and  director  will  make  these  determinations  by asking
pertinent  questions of the management and/or owners of prospective  combination
Candidates.  Such persons will also ask pertinent questions of others who may be
involved in the combination  negotiations or  proceedings.  However,  Hartland's
Officers  and  directors   will  not  generally   take  other  steps  to  verify
independently  information obtained in this manner,  which is favorable.  Unless
something  comes to their  attention,  which  puts them on notice of a  possible

<PAGE>

disqualification  that is being  concealed from them,  such persons will rely on
information  received  from  the  management  of  the  prospective   combination
candidate and from others who may be involved in the combination proceedings.

Company's History

G2 Companies,  Inc. was incorporated on May 26, 1998 under the laws of the State
of Delaware.  On June 1, 1998 the Company issued 1,173,000 shares of its $0.0001
par value common stock for services of $117.00.  On October 30, 1998 the Company
issued 77,000 shares of its $0.0001 par value common stock for $770.00 in cash.

Discussion of Financial Condition

G2 Companies,  Inc. currently has no revenues, no operations and owns no assets.
G2  Companies,  Inc.  will  remain  illiquid  until  such  time  as  a  business
combination  transaction  occurs, if ever. No prediction of the future financial
condition of G2 Companies, Inc. can be made.

Due to the lack of sustaining operations from inception,  G2 Companies,  Inc. is
considered in the  development  stage and, as such, has generated no significant
operating  revenues.  Accordingly,  G2  Companies,  Inc. is  dependent  upon its
current management and/or significant shareholders to provide sufficient working
capital to preserve the integrity of the corporation during this phase.

RESULTS OF  OPERATIONS  FOR THE YEAR ENDED  DECEMBER  31, 2002  COMPARED TO YEAR
ENDED DECEMBER 31, 2001

REVENUES

The company did not produce any revenue in period ending December 31, 2002.

COSTS AND EXPENSES

The company incurred losses from operations for the twelve months ended December
31,  2002 of $40,739 as  compared to losses of $0 for the same period last year.
The  increase  in  costs  is  associated  with  the  development  of  day to day
operations of the Company, of which the company did not have any in 2001.

For the twelve months ended December 31, 2002, the Company  incurred General and
Administrative  costs of $40,739 and no Depreciation and  Amortization  costs as
compared to $0 and none, respectively for the same period last year.

CAPITAL EXPENDITURES

We do not have any expenditures planned for 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically  sustained substantial losses from operations.  Any
current or future  demand  for cash  could  severely  effect  the  decisions  of
management  in pursuit of its  business  plan.  The Company  currently  does not
maintain cash on hand to sustain operations and relies upon the capital and cash
contributions  of it Board of  Directors  from time to time to meet certain cash
demands of the Registrant.

<PAGE>

On April 1, 2003 a sale of all  assets and an  assumption  of  liabilities  took
place where by G2  Ventures,  Inc.  (a Texas  Corporation)  acquired  all of the
operations of G2 Companies, Inc.





<PAGE>


ITEM 7 FINANCIAL STATEMENTS









                               G2 Companies, Inc.

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditors' Report

                     Years Ended December 31, 2002 and 2001

                       and period May 26, 1998 (Inception)

                            through December 31, 2002




<PAGE>

                          Independent Auditors' Report
                          ----------------------------


Board of Directors and Stockholders
G2 Companies, Inc.
Dallas, Texas


We have audited the accompanying balance sheets of G2 Companies,  Inc. (formerly
G2 Companies,  Inc.) (a  development  stage company) as of December 31, 2002 and
2001, and the related statements of operations,  stockholders' deficit, and cash
flows  for  each  of the  years  then  ended  and for the  period  May 26,  1998
(inception)  through  December  31, 2002.  These  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of G2 Companies,  Inc. at December
31, 2002 and 2001, and the results of its operations and its cash flows for each
of the years  then ended and for the period  May 26,  1998  (inception)  through
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company has a loss from operations and has no working
capital both of which raise substantial doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



Turner, Stone & Company, L.L.P.
Certified Public Accountants
October 24, 2003




<PAGE>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001



                                     Assets
                                     ------

                                                        2002           2001
                                                     -----------    -----------

Current assets:
    Cash                                             $     3,606    $      --
                                                     -----------    -----------

         Total current assets                              3,606           --

Other assets                                                --             --
                                                     -----------    -----------

                                                     $     3,606    $      --
                                                     ===========    ===========

                      Liabilities and Stockholders' Deficit
                      -------------------------------------

Current liabilities:
    Accounts payable, trade                          $     6,549    $      --
    Stockholder advance                                   20,000            823
                                                     -----------    -----------

         Total current liabilities                        26,549            823
                                                     -----------    -----------

Commitments and contingencies                               --             --

Stockholders' deficit:
    Preferred stock, $.0001 par value,
        20,000,000 shares authorized, no
        shares issued and outstanding, no
        rights or preferences determined                    --             --
    Common stock, $.0001 par value,
        80,000,000 and 0, respectively,
        shares authorized, 1,250,000
        shares issued and outstanding                        125            125
        Paid in capital in excess of par                  19,381            762
        Deficit accumulated during the
           development stage                             (42,449)        (1,710)
                                                     -----------    -----------

         Total stockholders' deficit                     (22,943)          (823)

                                                     $     3,606    $      --
                                                     ===========    ===========





    The accompanying notes are an integral part of the financial statements.

<PAGE>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                       AND PERIOD MAY 26, 1998 (INCEPTION)
                            THROUGH DECEMBER 31, 2002





                                                                     Cumulative
                                                                        From
                                            2002          2001       Inception
                                         ----------    ----------    ----------
Revenues                                 $     --      $      --     $     --

Operating expenses:

         General and administrative          40,739           --         42,449
                                         ----------    ----------    ----------

Loss before income taxes                    (40,739)          --        (42,449)

Provision for income taxes                     --             --           --
                                         ----------    ----------    ----------

Net loss                                 $  (40,739)   $      --     $  (42,449)
                                         ==========    ==========    ==========



Net loss per share                       $     (.01)   $     (.00)   $     (.01)




















    The accompanying notes are an integral part of the financial statements.


<PAGE>
<TABLE>
<CAPTION>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
          AND PERIOD MAY 26, 1998 (INCEPTION) THROUGH DECEMBER 31, 2000



                                                                                       Additional
                                    Preferred Stock               Common Stock           Paid-In     Accumulated
                                  Shares        Amount        Shares        Amount       Capital       Deficit        Total
                               -----------   -----------   -----------   -----------   -----------   -----------    ---------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>           <C>
Balance at May 26, 1998                -     $      --            --     $      --     $      --     $      --      $    --

Issuance of common stock in
    exchange for services              -            --       1,173,000           117          --            --            117

Issuance of common stock
    for cash                           -            --          77,000             8           762          --            770

Net loss                               -            --            --            --            --          (1,710)      (1,710)
                               -----------   -----------   -----------   -----------   -----------   -----------    ---------

Balance at December 31, 2000           -            --       1,250,000           125           762        (1,710)        (823)

Net loss                               -            --            --            --            --            --           --
                               -----------   -----------   -----------   -----------   -----------   -----------    ---------

Balance at December 31, 2001           -            --       1,250,000           125           762        (1,710)        (823)

Contributed capital                    -            --            --            --          18,619          --         18,619

Net loss                               -            --            --            --            --         (40,739)     (40,739)
                               -----------   -----------   -----------   -----------   -----------   -----------    ---------

Balance at December 31, 2002           -     $      --       1,250,000   $       125   $    19,381   $   (42,449)   $ (22,943)
                               ===========   ===========   ===========   ===========   ===========   ===========    =========
</TABLE>





    The accompanying notes are an integral part of the financial statements.




<PAGE>
<TABLE>
<CAPTION>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001
                       AND PERIOD MAY 26, 1998 (INCEPTION)
                            THROUGH DECEMBER 31, 2002


                     Reconciliation of Net Loss to Net Cash
                     --------------------------------------
                        Provided by Operating Activities
                        --------------------------------


                                                                                           Cumulative
                                                                                              From
                                                                  2002           2001       Inception
                                                              -----------    -----------   -----------
<S>                                                           <C>            <C>           <C>

         Net loss                                             $   (40,739)   $    ( --  )  $   (42,449)
                                                              -----------    -----------   -----------

Adjustments to reconcile net loss
   to cash used in operating activities:
         Issuance of common stock for services                       --             --             117
         Increase in accounts payable                               6,549           --           6,549
                                                              -----------    -----------   -----------

Net cash used in operating activities                             (34,190)        ( --  )      (35,783)
                                                              -----------    -----------   -----------

Net cash used in investing activities                                --             --            --

Cash flows from financing activities:
         Proceeds from issuance of common stock                      --             --             770
         Advances from stockholders                                37,796           --          38,619
                                                              -----------    -----------   -----------

                  Net cash provided by financing activities        37,796           --          39,389
                                                              -----------    -----------   -----------

Net increase in cash                                                3,606           --           3,606

Cash at beginning of year                                            --             --            --
                                                              -----------    -----------   -----------

Cash at end of year                                           $     3,606    $      --     $     3,606
                                                              ===========    ===========   ===========


                       Supplemental Disclosure of Non Cash
                       -----------------------------------

Investing and Financing Activities

Stockholder advances forgiven as
    additional paid in capital                                $    18,619    $      --     $    18,619
</TABLE>



    The accompanying notes are an integral part of the financial statements.

<PAGE>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization and business
     -------------------------

G2 Companies,  Inc. (the Company) was  incorporated  in May 1998 in the state of
Delaware under the former name of G2 Companies,  Inc. On September 20, 2002, Gus
Kepler acquired  substantially  all of the outstanding  common stock held by the
majority  stockholder and control of the Company changed. On September 26, 2002,
the Company began  operations as a recording  company and in December  2002, the
Company entered into contracts with two recording artists (Note 2). However,  in
April 2003, the Company  transferred  its recording  operations and assets to G2
Ventures,  Inc. (G2V) a Texas corporation,  wholly owned by Gus Kepler (Note 6).
On December 13, 2002, the Company changed its name to G2 Companies, Inc.

     Basis of presentation and going concern uncertainty
     ---------------------------------------------------

The financial  statements of the Company have been prepared assuming the Company
will continue as a going concern.  However,  the Company has incurred an initial
operating  loss  and has no  working  capital.  These  conditions  give  rise to
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  is  continuing  to  seek  additional  equity  capital  to  fund  its
operations.  Management  believes that these steps will provide the Company with
adequate funds to sustain its growth and continued existence. There is, however,
no assurance  that the steps taken by management  will meet all of the Company's
needs or that is will continue as a going concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

     Cash flows
     ----------

For purposes of these  statements cash includes demand  deposits,  time deposits
and short-term  cash equivalent  investments  with maturities of three months or
less.

     Management estimates
     --------------------

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

     Advertising
     -----------

Advertising  dollars are  invested in  promotional  material,  web-site and logo
development and are expensed as incurred.  For the years ended December 31, 2002
and 2001 and for the period May 26, 1998 (inception)  through December 31, 2002,
advertising expenses totaled $1,705, $0 and $1,705, respectively.

     Loss per share
     --------------

Basic loss per share amounts are computed using the  weighted-average  number of
common  stock  shares  outstanding  during the  periods.  Diluted loss per share
amounts are not presented  because there were no common equivalent share amounts
outstanding  during the periods.  For the years ended December 31, 2002 and 2001
and for the period May 26, 1998  (inception)  through  December 31, 2002,  basic
loss per share amounts are computed  using  1,250,000  weighted  average  common
stock shares outstanding.


<PAGE>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

2. COMMITMENTS AND CONTINGENCIES

     Operating leases
     ----------------

The Company was obligated under a non-cancelable  operating lease for its Dallas
office,  which  expired on April 30, 2003.  This lease did not contain a renewal
option.  For the years ended  December  31, 2002 and 2001 and for the period May
26, 1998 (inception)  through December 31, 2002,  rental expense totaled $3,400,
$0 and $3,400, respectively.  Subsequent to April 30, 2003, the Company is using
office space provided by its majority  stockholder without charge.  However, the
fair value of the space provided is not material.

     Recording artist agreement
     --------------------------

During  December  2002,  the Company  entered into  contracts with two recording
artists,   which  granted  the  Company  certain  recording,   distribution  and
copyrights of the artist.  The Company  agreed to promote and produce the albums
produced  by its  artists.  The  agreement  is for a period of nine  months  and
contains  three  irrevocable  options to extend the agreement for one year each.
The agreement provides for recording advance payments of $10,000 to $75,000 less
applicable  recording costs plus royalties from 12% to 20% on albums produced by
its artists.  Through  April 2003 (Note 6), no amounts had been paid under these
contracts.

3.  INCOME TAXES

The Company accounts for corporate income taxes in accordance with Statements of
Financial  Accounting Standards (SFAS) No. 109. Under SFAS No. 109, deferred tax
assets and liabilities are recognized for the estimated  future tax consequences
attributable to differences between the financial statements carrying amounts of
existing  assets and  liabilities  and their  respective tax bases. In addition,
future tax benefits,  such as those from net operating loss carry forwards,  are
recognized to the extent that  realization  of such benefits is more likely than
not.  Deferred tax assets and  liabilities  are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

A reconciliation  of income tax expense  (benefit) at the statutory federal rate
of 34% to income tax expense  (benefit) at the Company's  effective tax rate for
the years  ended  December  31,  2002 and 2001 and for the period  May 26,  1998
(inception) through December 31, 2002 is as follows:
<TABLE>
<CAPTION>



                                                      2002         2001      Inception
                                                   ---------    ---------    ---------
<S>                                                <C>          <C>          <C>

Tax expense (benefit) computed at statutory rate   $  13,792    $     340    $  14,433
           Less valuation allowance                  (13,792)        (340)     (14,433)
                                                   ---------    ---------    ---------
           Income tax expense (benefit)            $    --      $    --      $    --
                                                   =========    =========    =========
</TABLE>

At December 31, 2002,  the Company had  approximately  $42,000 of net  operating
losses  available to offset future taxable income.  These carry forwards expires
in the year 2022 and creates the only  component of the  Company's  deferred tax
asset of approximately  $14,400 which is fully offset by a valuation  allowance.
There are no deferred tax liabilities.


<PAGE>

                               G2 COMPANIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS

4. RELATED PARTIES

During the years  ended  December  31,  2002 and 2001 and for the period May 26,
1998 (inception)  through December 31, 2002, the Company received cash operating
advances of $37,796, $0 and $38,619, respectively,  from its major stockholders.
The advances are  non-interest  bearing,  unsecured and due upon demand as funds
are available.  During the year ended December 31, 2002, $18,619 of the advances
was contributed by the then major stockholder as additional paid in capital.

5. FINANCIAL INSTRUMENTS

The Company's  financial  instruments,  which potentially subject the Company to
credit  risks and none of which are held for  trading  purposes,  consist of its
cash. The Company maintains its cash in bank deposit accounts,  which, at times,
may exceed  federally  insured limits.  The Company has not experienced any such
losses in such  accounts,  and does not  believe  it is subject to any credit or
other risks involving its cash.

6.       SUBSEQUENT EVENT

In April 2003, the Company transferred its recording operations and assets to G2
Ventures,  Inc.(G2V) a Texas corporation,  the controlling interest in which was
owned by the  Company's  principal  stockholder,  Gust Kepler.  In this non-arms
length  transaction,  G2C assigned it's two artist  contracts to G2V in exchange
for  the  assumption  of  $20,000  of  advances   payable  to  the  stockholder.
Contemporaneously with this transaction, Mr. Kepler transferred his common stock
shares in the Company to the former majority stockholder (Note 1).


<PAGE>

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE:

None

                                    PART III

Item 9 DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

Yarek  Bartosz was the sole director of the Company and served as such since May
26, 1998 until  October 22,  2002.  The  Director  and  Executive  Officer of G2
Companies, Inc., since then until April 1, 2003:

Name                Age           Position Held
----                ---           -------------
Gust Kepler          38           Chief Executive Officer,
                                  Chief Financial Officer,
                                  Secretary and Sole Director

On April 1, 2003,  Mr.  Kepler  resigned as an officer and director and returned
his shares in the Company  back to Mr.  Bartosz who is now the sole  officer and
director.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the Exchange Act  requires  our  officers and  directors,  and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership  and change in ownership  with the SEC. Our  officers,
directors and greater than 10%  stockholders  are required by SEC regulations to
furnish us with copies of all Section  16(a)  forms they file.  We believe  that
from January 1, 2002 through  December  31,  2002,  none of filing  requirements
applicable to our officers,  directors  and greater than 10%  stockholders  were
timely  met.  In 2003,  the  Company  intends to aid and  assist  its  officers,
directors and greater than 10% stockholders to meet timely filing deadlines.

ITEM 10 EXECUTIVE COMPENSATION

The following table sets forth the  compensation to the Chief Executive  Officer
and all other  Officers and  Employees  earning more than  $100,000 in any given
year.

Summary Compensation Table

                                                  Long Term
                                                  Compensation-
                                  Annual          Securities
Name and                       Compensation       Underlying       All
Principal                    ----------------     Options or       Other
Position           Year      Salary     Bonus     Warrants         Compensation
-------------      ----      ------     -----     -------------    ------------
Gust Kepler        2002      $  --      $ --          --                --
CEO, Sec, and
Director

Yarek Bartosz      2001      $  --      $ --          --                --
Former, CEO and    2000         --        --          --                --
Director

Stock Options

No Stock Options were issued to Officers.

<PAGE>

Long Term Incentive Plans

None

EMPLOYMENT AGREEMENTS

There  are  no  current  employment  agreements  with  any of  the  officers  or
directors.  All previous  agreements have been cancelled through the issuance of
notes payable and stock.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  concerning the ownership of
the Company's Common Stock as of April 1, 2003, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
Company's  Common Stock;  (ii) all directors;  and (iii) directors and executive
officers of the Company as a group.  The notes  accompanying  the information in
the  table  below is  necessary  for a  complete  understanding  of the  figures
provided  below.  As of March 31, 2003,  there were  1,250,000  shares of Common
Stock issued and outstanding.

                      Name and Address      Amount and Nature
Title of Class        of Beneficial Owner   of Beneficial Owner    Percent Class
--------------        -------------------   -------------------    -------------
Common Stock          Yarek Bartosz             1,173,000              93.84%
$0.0001 par value     9521 21st Street
                      Calgary, Alberta  T2C4131
                      Canada

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 13 EXHIBITS AND REPORTS ON FORM 8K

(a)  Exhibits.

     31.1 CEO/CFO  Certification  pursuant to 18 U.S.C. Section 1350 Pursuant to
          section 302 of the Sarbanes-Oxley Act of 2002

     32.1 CEO/CFO  Certification  pursuant to 18 U.S.C. Section 1350 Pursuant to
          section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during the
last quarter of the fiscal year ending December 31, 2002.

SIGNATURE

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 26th day of October 2003.


                                                     By /s/ Yarek Bartosz
                                                       ---------------------
                                                       President and CEO